TORONTO, March 12, 2018 /CNW/ - LOGiQ
Asset Management Inc. ("LOGiQ") (TSX:LGQ) and Grenville
Strategic Royalty Corp. ("Grenville") (TSXV:GRC) are pleased
to announce that they have entered into an arrangement agreement
(the "Arrangement Agreement") pursuant to which LOGiQ has
agreed to acquire all of the issued and outstanding common shares
of Grenville (the "Grenville Shares") on the basis of 6.25
common shares of LOGiQ (the "LOGiQ Shares") for each
outstanding Grenville Share (the
"Transaction").
The consideration to be received by Grenville shareholders
reflects the relative values of each of LOGiQ and Grenville. Upon
completion of the Transaction, existing holders of LOGiQ Shares and
Grenville Shares will collectively own approximately 33% and 67% of
the combined company, respectively.
LOGiQ and Grenville believe that on a combined basis, the
companies together will offer a more effective and viable platform
for enhancing shareholder value. "As we explored various options
for LOGiQ shareholders, we believe Grenville and its business
model, combined with LOGiQ's institutional Global Advisory Sales
platform, offers exciting growth opportunities and the potential to
rebuild shareholder value" said Dr. Eldon
Smith, LOGiQ's Chairman. "Grenville's renewed investment
process, strong deal flow pipeline and investment structure are
designed to return significant cash on cash yields to investors
while participating in the growth of its portfolio companies. This
model has been built to provide a win for Grenville's shareholders
and portfolio companies alike. Grenville's recent success with
companies such as Boardwalktech, an emerging enterprise Blockchain
company based in California, and
its significant equity position in cannabis franchisor Inner
Spirit, are indicative of the quality of its deal flow and the
upside potential of Grenville's business model."
Vernon Lobo, Chair of Grenville's
investment committee added: "We are delighted to be partnering with
LOGiQ as we add scale to our business to allow us to take advantage
of the compelling investment opportunities ahead of us. Both
companies have worked very hard over the past year to address their
challenges, and the combination of these businesses will provide us
with a solid financial platform from which to build a
value-creating business focused on providing alternative sources of
financing to high growth companies throughout North America. We are encouraged by recent
events in our portfolio, including the contract buyout concluded
last week with phone repair company FIXT, and the going public
transaction announced by Clear Blue Technologies, one of our
earliest investees. We are also looking forward to partnering with
Steve Mantle and his team at LOGiQ
Global Partners as they continue to grow their business, which
generates a consistent and growing revenue stream for the benefit
of shareholders. We will be working on board and management
configuration over the coming weeks."
The board of directors of LOGiQ (the "LOGiQ Board"),
based on the unanimous recommendation of a special committee of the
LOGiQ Board, has unanimously approved the Transaction and
recommends that holders of LOGiQ Shares vote in favour of the
special resolution approving the continuance of LOGiQ from
Alberta into British Columbia (the "Continuance"),
which is required to complete the Transaction, and the ordinary
resolution approving the issuance of LOGiQ Shares pursuant to the
Transaction (the "Share Issuance").
The board of directors of Grenville (the "Grenville
Board"), based on the unanimous recommendation of a special
committee of the Grenville Board, has unanimously approved the
Transaction and recommends that holders of Grenville Shares vote in
favour of the special resolution approving the Transaction.
Transaction Terms
Under the terms of the Arrangement Agreement, the Transaction
will be effected by way of a plan of arrangement under the
Business Corporations Act (British
Columbia) (the "BCBCA").
The Transaction is subject to shareholder, TSX and Supreme Court
of British Columbia approval, and
the satisfaction of other customary closing conditions. LOGiQ and
Grenville intend to complete the Transaction as soon as possible
after all conditions have been met or waived.
The Transaction will require approval by at least 66⅔% of
holders of the Grenville Shares represented in person or by proxy
at a special meeting of holders of Grenville Shares to be called to
consider the Transaction (the "Grenville Meeting") and, if
required, a simple majority of the votes cast by holders of
Grenville Shares after excluding the votes cast by those persons
whose votes may not be included under the Multilateral Instrument
61-101 Protection of Minority Security Holders in Special
Transactions.
The continuance of LOGiQ from Alberta into British
Columbia will require approval by at least 66⅔% of holders
of the LOGiQ Shares represented in person or by proxy at a special
meeting of holders of LOGiQ Shares to be called to consider the
Continuance and the Share Issuance (the "LOGiQ Meeting").
The issuance of the LOGiQ Shares pursuant to the Transaction will
require approval by holders of a simple majority of LOGiQ Shares
represented in person or by proxy at the LOGiQ Meeting, pursuant to
the requirements of the TSX. Subject to any required
regulatory and shareholder approvals, in connection with the
completion of the Transaction, the LOGiQ Shares may be consolidated
on a ratio to be determined by the parties.
Further details of the Transaction are set out in the
Arrangement Agreement and will also be set out in the joint
management information circular to be prepared in connection with
the LOGiQ Meeting and the Grenville Meeting, both of which will be
filed by LOGiQ and Grenville on SEDAR and will be available on
their respective profiles at www.sedar.com.
Voting Support Agreements
All directors and officers of Grenville that are securityholders
of Grenville, all directors and officers of LOGiQ that are
securityholders of LOGiQ and certain other shareholders of LOGiQ
have entered into customary voting support agreements to, among
other things, vote in favour of the Transaction.
About LOGiQ
LOGiQ (www.logiqasset.com) provides investment management
services to institutional investors through segregated managed
accounts and pooled funds, and has an institutional global advisory
sales platform providing pension funds, charities and endowment
clients with access to leading institutional money managers from
around the world. LOGiQ had assets under management or advisement
and institutional advisory sales-related fee earning arrangements
that are not managed or advised, totaling over $3.4 billion as at December 31, 2017.
About Grenville
Based in Toronto, Grenville
Strategic Royalty Corp. is a publicly-traded royalty company that
makes investments in established businesses with revenues of up to
$50 million dollars. Grenville
generates revenues from royalty payments, buyouts from contracts
and equity returns. The flexible royalty financing structure
offered by Grenville competes directly with traditional equity to
meet the long-term financing needs of companies on more attractive
commercial terms.
Cautionary Statement
This news release contains certain "forward-looking statements"
within the meaning of such statements under applicable securities
law. Forward-looking statements are frequently characterized by
words such as "plan", "continue", "expect", "project", "intend",
"believe", "anticipate", "estimate", "may", "will", "potential",
"proposed" and other similar words, or statements that certain
events or conditions "may" or "will" occur. These statements are
only predictions. Various assumptions were used in drawing the
conclusions or making the projections contained in the
forward-looking statements throughout this news release.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements including: future
operating results and funding requirements; the ability to achieve
synergies; future general economic and market conditions; and
changes in laws and regulations. There can be no assurance that
such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information. LOGiQ and Grenville do not
undertake to update any forward-looking information contained
herein, except as required by applicable securities laws. There are
a number of conditions precedent to the completion of the
Transaction and there can be no assurance that such conditions
precedent will be satisfied and that the Transaction will be
completed.
The TSX has neither approved nor disapproved the information
contained in this release. Neither TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE LOGiQ Asset Management Inc.